Board of Committee

Powers of the Committee:

• To investigate any activity within terms of reference;
• To seek information from any employee;
• To obtain outside legal professional advice; and
• To secure attendance of outsiders with relevant expertise, if it considers necessary.

Brief description of terms of reference:

The Committee has the following powers and responsibilities including but not limited to

1. 1. 1. Overview of the Company’s Financial reporting process and integrity/disclosure of its Financial information.
      2. Recommend to the Board the appointment, remuneration and terms of appointment of auditors, including Statutory and Internal auditors, of the Company.
      3. Approval of payment to auditors, including statutory and internal for any other services rendered by them.
      4. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain adequacy and any areas of concern.
      5. Reviewing with the Management, the quarterly Financial Results and draft Limited Review Report of the Statutory Auditors before submission to the Board for approval.
      6. Reviewing with the Management, the Annual Financial Statements and Auditor’s report thereon before submission to the Board for approval, including with reference to:
         1. Matters required to be included in the Director’s Responsibility Statement that form part of the Board’s report in terms of clause (c) of subsection 3 of Section 134 of the Act.
         2. Changes, if any, in Accounting Policies and practices and reasons for the same.
         3. Major accounting entries involving estimates based on the exercise of judgment by Management.
         4. Significant adjustments made in the Financial Statements arising out of audit findings.
         5. Compliance with listing and other legal requirements relating to Financial Statements.
         6. Disclosure of all related party transactions.
         7. Modified opinion, if any, in the draft Audit Report.
      7. Reviewing the Management Discussion and Analysis of Financial condition and results of operations.
      8. Reviewing the Accounting Policies and Accounting Standards that are applicable to the Company and ensure compliance in accordance with requirements of the Act.
      9. Reviewing the appointment, removal and terms of remuneration of the Chief Internal Auditor, if any.
      10. Reviewing and evaluating the observations and findings of Internal Auditors, along with Management’s responses thereto, particularly in respect of matters of material significance.
      11. Reviewing the adequacy of Internal Audit function including the structure of the Internal Audit department, staffing and seniority of the official heading the department, reporting structure, coverage, and frequency of Internal Audit.
      12. Reviewing the reports issued by the Internal Auditors relating to internal control weaknesses and action taken thereon.
      13. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of Internal Control Systems of a material nature and reporting the matter to the Board.
      14. Review and approval of all audit and permitted non-auditing services as prescribed under the Act (as amended), that can be provided by the Statutory Auditors to the Company.
      15. Review by the Committee Members, individually or with the Management, the Statutory and Internal Auditor’s independence, performance, effectiveness of audit process and monitoring the same.
      16. Reviewing the adequacy of the internal control systems and risk management systems
      17. Reviewing the Management letters / letters of Internal Control weaknesses issued by the Statutory Auditors.
      18. In case the Auditors propose to resign before completion of their term, the Committee shall obtain and examine all concerns raised by the Auditor such as non-availability of information / non-cooperation by the management / any other apprehensions hampering the audit process, and deliberate on them in the immediate next Meeting. Post deliberations, the Committee shall communicate its views to the Management and the Auditor.
      19. Recommending the appointment of the Chief Financial Officer, after assessing the qualification, experience, and background etc., of the candidate.
      20. Approval or any subsequent modification of transaction of the Company with related parties.
      21. Reviewing the statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by Management.
      22. Reviewing with the Management, the statement of uses / application of funds raised through an issue, the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency, if any, monitoring the utilization of proceeds of the issue, and making appropriate recommendations to the Board to take up steps in this matter.
      23. Review the Statement of deviations in the following cases:
          • Quarterly statement of deviation including report of Monitoring Agency, if applicable, submitted to Stock Exchanges in terms of SEBI Listing Regulations.
          • Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of SEBI Listing Regulations.
      24. Scrutiny of inter-corporate loans and investments.
      25. Review the utilization of material loans and advances from/ investment in Subsidiaries and those required as per SEBI Listing Regulations.
      26. Looking into the reasons for substantial defaults in payments to Depositors, Debenture holders, Shareholders (in case of non-payment of declared dividends) and Creditors.
      27. Review the functioning of the Whistle Blower mechanism.
      28. Reviewing the effectiveness of the system of monitoring compliance with applicable laws and regulations.
      29. Valuation of undertakings or assets of the Company, wherever it is necessary.
      30. Review of compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 at least once in a financial year and shall verify that the systems for internal controls are adequate and are operating effectively.
      31. Consider and comment on rationale, cost-benefits and impact of schemes involving Merger, Demerger, Amalgamation etc., on the Listed entity and its Shareholders.
      32. Carrying out any other function as may be referred by the Board

      • Limitation, Review and Amendment

        In the event of any conflict between the provisions of this charter and of the applicable law, the provisions of applicable law shall prevail over this charter. Any subsequent amendment / modification to the applicable law shall automatically apply to this charter.

        The Committee may review this charter periodically and recommend amendments for the Board’s approval from time to time, as may be deemed necessary